Sec Form 4 Filing - MCCALLISTER MICHAEL B @ HUMANA INC - 2012-12-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCCALLISTER MICHAEL B 2. Issuer Name and Ticker or Trading Symbol HUMANA INC [ HUM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) HUMANA INC., 500 WEST MAIN STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2012 (Street) LOUISVILLE, KY40202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Humana Common 12,325 I See Footnote ( 1 ) Humana Common 8,560 I See Footnote ( 2 ) Humana Common 121,650 I See Footnote ( 2 ) Humana Common 12/28/2012 M 75,253 A $ 41.83 233,200 D Humana Common 12/28/2012 F 46,471 D $ 67.735 186,729 D Humana Common 12/28/2012 F 12,288 D $ 67.735 174,441 D Humana Common 12/28/2012 S 60,000 D $ 67.7624 ( 16 ) 114,441 D Humana Common 12,366 I See Footnote (2008 GRAT) ( 3 ) Humana Common 10,837 I See Footnote (2010 GRAT) ( 3 ) Humana Common 30,400 I See Footnote (2012 GRAT) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options ( 4 ) $ 62.1 ( 5 ) 02/22/2014 Humana Common 129,758 129,758 D Options ( 4 ) $ 69.475 ( 6 ) 02/21/2015 Humana Common 159,585 159,585 D Options ( 4 ) $ 41.83 12/28/2012 M 75,253 ( 7 ) 02/19/2016 Humana Common 75,253 $ 41.83 0 D Options ( 4 ) $ 46.4 ( 8 ) 02/18/2017 Humana Common 86,554 86,554 D Options ( 4 ) $ 61.18 ( 9 ) 02/17/2018 Humana Common 88,537 88,537 D Options ( 4 ) $ 88.6475 ( 10 ) 02/23/2019 Humana Common 101,557 101,557 D Restricted Stock Units ( 11 ) ( 12 ) ( 13 ) ( 13 ) Humana Common 20,023 20,023 D Restricted Stock Units ( 11 ) ( 12 ) ( 14 ) ( 14 ) Humana Common 19,741 19,741 D Phantom Stock Units $ 74.47 ( 15 ) 12/31/2012 J 4 ( 15 ) ( 15 ) Humana Common 4 $ 74.47 1,176 I See Footnote ( 15 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCCALLISTER MICHAEL B HUMANA INC. 500 WEST MAIN STREET LOUISVILLE, KY40202 X Signatures Michael B. McCallister 01/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held in a trust for the benefit of reporting person's spouse. ( 2 )Shares held in a trust for the benefit of reporting person's children. ( 3 )Shares held in a GRAT with reporting person's spouse as trustee. ( 4 )Right to buy pursuant to Company's 2003 Stock Incentive Plan. ( 5 )Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10. ( 6 )Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11. ( 7 )Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/19/10 to 2/19/12. ( 8 )Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/18/11 to 2/18/13. ( 9 )Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/17/12 to 2/17/14. ( 10 )Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/23/13 to 2/23/15. ( 11 )Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan. ( 12 )Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3). ( 13 )Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14. ( 14 )Restricted stock units granted to reporting person on 2/23/12, 100% of the award is vesting on 2/23/15. ( 15 )Phantom Stock Units held for the benefit of reporting person as of December 31, 2012 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. Transaction reported reflects that four (4) shares acquired for a quarterly allocation (allocated last business day of each quarter) of dividend equivalents under the Plan using the closing price on the dividend payable date of October 26, 2012 of $74.47. (The ending number of units reflects the normal fluctuation due to changes in the stock price) ( 16 )Sales occured in prices ranging from $67.55 to $67.93.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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